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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): July 15,
2024
___________________________
EBET, Inc.
(Exact name of registrant as specified in its
charter)
___________________________
Nevada |
001-40334 |
85-3201309 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3960
Howard Hughes Parkway, Suite 500, Las
Vegas, NV 89169
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (888) 411-2726
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
___________________________
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section
12(b) of the Act: None
Item 2.04. Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The
disclosure set forth in Item 8.01 below is incorporated herein by reference.
Item 8.01. Other Events.
As previously reported, on June 30, 2023, EBET,
Inc. (the “Company”), the subsidiaries of the Company and CP BF Lending, LLC (“Lender”), entered into a forbearance
agreement (the “Forbearance Agreement”) with respect to the credit agreement between the Company and the Lender (“Credit
Agreement”). Pursuant to the Forbearance Agreement, the Company acknowledged, among other items, that, as of June 30, 2023, it was
in default under the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender agreed to forbear from exercising its rights
and remedies against the Company and the guarantors under the Credit Agreement. On April 12, 2024, the parties entered into a fourth amendment
to Credit Agreement (“Amendment”) pursuant to which the Company acknowledged that due to the issuance of an arbitration award
against the Company on or about January 5, 2024, a Termination Event (“Termination Event”) had occurred under the Credit Agreement
and Forbearance Agreement and whereon the Lender agreed that that the effective date of such Termination Event date would not take effect
until June 17, 2024.
On May 2, 2024, the Company,
the subsidiaries of the Company and the Lender entered into Forbearance Agreement Amendment No. 3 whereby among other items, the parties
confirmed the date of effectiveness of the Termination Event to be the earlier to occur of June 17, 2024 or the occurrence of another
event of default.
On June 17, 2024, the Termination
Event took effect and the Lender’s agreement to forbear from exercising its rights and remedies under the Credit Agreement ceased.
As of June 17, 2024, the Company’s total obligations to the Lender were $37,117,573.56, consisting of principal (inclusive of PIK
interest) and any and all other accrued but unpaid interest to date, but not including fees, costs and expenses now or in the future due
either directly or by way of reimbursement, all of which is immediately due and payable. The Company does not have sufficient funds to
repay the Lender and does not have any commitments for additional funds. On June 18, 2024, the Lender sent the Company and its subsidiaries
that guaranteed the debt obligations notice of termination and reservation of all rights under the Credit Agreement.
On July 15, 2024, the Company
received a notice of public foreclosure auction sale under Section 9-610 and 9-611 of the Uniform Commercial Code from the Lender (the
“Notice”). The Company has been informed that a public auction of certain Company assets will occur on August 1, 2024. The
assets include the equity and business operations contained in EBET’s subsidiary Karamba Limited, which materially includes the
Company’s websites www.karamba.com, www.generationvip.com, www.hopa.com, www.scratch2cash.com, www.griffoncasino.com, www.bettarget.com,
and www.dansk777.com (“Sites”) and other assets of EBET (including any and all litigation claims) and equity of certain other
of EBET subsidiaries. The sale of the assets is being effected via a statutory procedure under Article 9 of the Uniform Commercial Code,
which permits a creditor to exercise its right of foreclosure subsequent to a borrower’s loan default, take control of collateral
assets of a borrower and sell them while reserving rights to credit bid.
If the auction is completed,
the Sites and other assets and certain of EBET subsidiary equity holdings will be sold, and while it is expected that the Sites will continue
to operate without change, the EBET, Inc. entity itself will cease to have any further business operations.
The Form of Sale Advertisement
included in the Notice is attached as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
EBET, INC. |
|
|
|
|
Date: July 18, 2024 |
|
|
By: /s/
Matthew
Lourie |
|
Matthew Lourie |
|
Chief Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1829966/000168316824004938/image_001.jpg)
Annex B
FORM OF SALE ADVERTISEMENT
Uniform
Commercial Code Public Sale Notice Related to Assets of One or More of the Following Entities: EBET, Inc. f/k/a Esports Technologies,
Inc., Global E-Sports Entertainment Group LLC, Esportsbook Technologies Limited, EBET Curacao, N.V., ESEG Limited, Esports Product Technologies
Malta Limited, Esports Marketing Technologies Limited, Esports Technologies (Israel) Limited, Gogawi Entertainment Group Limited, Karamba
Limited, and Esports Product Trading Malta Limited
Please take notice
that CP BF Lending, LLC or its assignee (the "Secured Party"), as a secured party, offers for sale at a public
auction, pursuant to Section 9-610 of the Uniform Commercial Code of the State of New York, certain of the tangible and intangible
assets of the applicable Obligors (as defined below) pledged to it, including, without limitation, equity interests in other
entities owned by one or more Obligors, contract rights, accounts receivable, intellectual property and intellectual property rights
(including patents, copyrights, trade names, domain names), contract rights, general intangibles, payment intangibles, litigation
claims and proceeds of all of the foregoing (collectively, the "Collateral"). The Obligors are a global provider of
advanced wagering products which operate seven iGaming /online casino and sports betting brands with large European player-bases. The
virtual public auction will be held on August 1, 2024 at 7 A.M. PDT |
10 A.M. EDT | 3 P.M. GMT and will be held via Zoom
video conference. The deadline to submit a bid is July 30, 2024 at 9:00 A.M. PDT |12 P.M. PDT | 5 P.M. GMT. Information on how
to participate in the virtual auction is available upon request from the undersigned advisors to the Secured Party. The Secured
Party reserves the right to continue the UCC public sale from time to time without further publication notice.
Under certain
financial obligations and security interest instruments, the Secured Party holds claims against and security interests in the assets of
each of EBET, Inc. f/k/a Esports Technologies, Inc., an entity formed under the laws of the State of Nevada ("EBET'), Global
E-Sports Entertainment Group LLC, an entity formed under the laws of the State of Nevada ("Global"), Esportsbook Technologies
Limited, an entity formed under the laws of Ireland ("Technologies{Ireland)"), EBET Curacao, N.V., an entity formed under
the laws of Curacao ("EBET Curacao"), ESEG Limited, an entity formed under the laws of Belize ("ESEG"),
Esports Product Technologies Malta Limited, an entity formed under the laws of Malta ("Product Technologies"), Esports
Marketing Technologies Limited, an entity formed under the laws of Gibraltar ("Marketing Technologies"), Esports Technologies
(Israel) Limited, an entity formed under the laws of Israel ("Technologies (Israel)"), Gogawi Entertainment Group Limited,
an entity formed under the laws of Cyprus ("Gogawi"), Karamba Limited, an entity formed under the laws of Malta ("Karamba"),
and Esports Product Trading Malta Limited, an entity formed under the laws of Malta ("Product Trading" and together with
EBET, Global, Technologies (Ireland), EBET Curacao, ESEG, Product Technologies, Marketing Technologies, Technologies (Israel), Gogawi,
and Karamba, collectively, the "Obligors"), each as a pledgor and a debtor.
The
Collateral is comprised of the following: (i) the equity interests of Marketing Technologies pledged by Technologies (Ireland) to
the Secured Party to secure certain obligations of EBET and Technologies (Ireland) to the Secured Party, (ii) the equity interests
ofKaramba pledged by Product Technologies to the Secured Party to secure certain obligations of EBET and Product Technologies to the
Secured Party, (iii) the equity interests of Product Trading pledged by Product Technologies to the Secured Party to secure certain
obligations of EBET and Product Technologies to the Secured Party, (iv) the equity interests of EBET Curacao pledged by Global to
the Secured Party to secure certain obligations of EBET and Global to the Secured Party, subject to judicial confirmation in
Curacao, (v) all receivables and payment intangibles of certain Obligors, (vi) trade names, trademarks, patents, copyrights, domain
names and other intellectual property and intellectual property rights of EBET and all related goodwill, (vii) all contract rights
and other intangible assets of certain Obligors, and (viii) all rights and claims, whether asserted or unasserted and regardless of
the jurisdiction where such claims may be asserted, including, but not by way of limitation, all contract claims and commercial tort
claims and all possible common law, civil law, equitable or statutory claims related thereto, held by EBET, Product Technologies or
Karamba in connection with, asserted under, described in, or arising out of litigation styled EBET, Inc., Plaintiff, v Aspire
Global International Limited, a Malta Corporation; AG Communications Limited, a Malta Corporation; Aspire Global 7 Limited, a Malta
Corporation; Aspire Global PLC, a Malta Corporation; Neogames S.A.,, a Luxembourg Corporation; NeoGames Connect S.a.r.l., a
Luxembourg corporation, NeoGames Connect Limited, a Malta Corporation; and DOES I through X,., Case Number 2:23-CV-
01830-GMN-DJA, pending in the United States District Court for the District of Nevada together with all such rights and claims of
EBET, Product Technologies or Karamba which could in the future be asserted under the law and in the courts of Malta. Potential
bidders may bid on some or all of the Collateral.
The sale
will be on an "as-is, where-is" basis, with no express or implied warranties, representations, statements or conditions of any
kind made by the Secured Party or any person acting foror on behalf of the Secured Party with respect to the Collateral, the financial
condition of the Obligors or otherwise and without any recourse whatsoever to the Secured Party or any other person acting for or on behalf
of the Secured Party. The Secured Party reserves the right to exclude certain Collateral at the sale or designate bidding lots.
The Secured Party reserves the right
to credit bid, set a minimum reserve price, reject any or all bids (including without limitation any bid that it deems to have been made
by a bidder that is unable to satisfy the requirements imposed by the Secured Party upon prospective bidders in connection with the sale,
or to whom in the Secured Party's sole judgment a sale may not lawfully be made), purchase the Collateral and to credit the purchase price
therefrom against the respective obligations owing to the Secured Party and any costs of the sale, and terminate or adjourn the sale to
another time, at the sale or at any other time without further notice.
The equity interests
of Marketing Technologies, Karamba, Product Trading and EBET Curacao (the "Equity Interests") may be securities.
The Equity Interests have not been registered for sale under any federal or state securities laws and, as such, if the Equity
Interests are securities, may not be sold or otherwise transferred by or a purchaser of the Equity Interests except in accordance
with applicable law. Accordingly, each bidder will be required to execute an investment intent letter providing that: (a) the Equity
Interests are being acquired by the bidder for investment purposes only and not with a view towards the sale or distribution
thereof; (b) the bidder will be acquiring the Equity Interests only for its own account; (c) the bidder has sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating the risks and merits associated with purchasing and
owning the Equity Interests; (d) the bidder has sufficient financial means to afford the risk associated with purchasing and owning
the Equity Interests; (e) bidder acknowledges that the Equity Interests have not been registered under any federal or state
securities laws and, if the Equity Interests are securities, may not be resold unless registered or, in the absence of registration,
pursuant to an available exemption from registration; (f) if the Equity Interests are represented in the form of securities
certificates, such certificates shall bear applicable restrictive selling legends; (g) the bidder has been provided with sufficient
opportunity to review and evaluate all financial information about the Equity Interests provided by Secured Party , and (h) the
bidder is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended.
The closing
of a transaction involving the purchase or sale of the Equity Interests may require notification, review, and/or approval of governmental
or regulatory bodies, including but not limited to the U.S. Securities and Exchange Commission.
The Equity
Interests shall be sold for cash at such price or prices and on such other commercially reasonable terms as Secured Party may determine
in its sole discretion. Secured Party is deemed to be a qualified bidder and may credit bid for the Equity Interests.
All bids
(other than credit bids of the Secured Party) must be for cash, and the successful bidder must be prepared to deliver immediately available
good funds within two (2) business days after the sale (unless otherwise agreed in writing by the Secured Party) and otherwise comply
with the bidding requirements. Further information concerning the Collateral and the requirements for obtaining information and bidding
on the Collateral can be obtained from the advisors to the Secured Party listed below. Potential bidders may email Project+7(a)HilcoGlobal.com
or call Richelle Kalnit at 212-993-7214 or Stella Silverstein at 646-651-1953.
Richelle Kalnit |
Stella Silverstein |
Chief Commercial Officer & SVP |
Analyst |
212.993.7214 |
646.651.1953 |
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